United States Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the Quarterly Period Ended June 30, 1997
or
Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from ______ to ______
Commission File Number: 0-16024
EASTPOINT MALL LIMITED PARTNERSHIP
Exact Name of Registrant as Specified in its Charter
Delaware 13-3314601
State or Other Jurisdiction of I.R.S. Employer Identification No.
Incorporation or Organization
3 World Financial Center, 29th Floor,
New York, NY Attn: Andre Anderson 10285-2900
Address of Principal Executive Offices Zip Code
(212) 526-3237
Registrant's Telephone Number, Including Area Code
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No ____
Consolidated Balance Sheets At June 30, At December 31,
1997 1996
Assets
Property held for disposition $ 42,292,737 $ --
Real estate, at cost:
Land -- 4,409,980
Building -- 43,972,310
Improvements -- 7,286,406
-- 55,668,696
Less accumulated depreciation
and amortization -- (13,529,644)
-- 42,139,052
Cash and cash equivalents 7,603,326 6,362,256
Restricted cash 1,380,126 1,346,091
Cash-held in escrow 755,456 535,313
Accounts receivable, net of
allowance of $179,288 in 1997
and $125,805 in 1996 856,314 836,705
Deferred rent receivable -- 343,990
Deferred charges, net of
accumulated amortization of $539,606
in 1997 and $622,906 in 1996 1,120,602 1,353,384
Prepaid expenses 268,272 389,559
Total Assets $ 54,276,833 $ 53,306,350
Liabilities, Minority Interest
and Partners' Capital
Liabilities:
Accounts payable and
accrued expenses $ 185,407 $ 417,511
Mortgage loan payable 51,000,000 51,000,000
Due to affiliates 18,500 --
Security deposits payable 40,621 46,819
Deferred income 371,008 424,580
Distribution payable 288,826 288,826
Other payable 500,000 --
Total Liabilities 52,404,362 52,177,736
Minority interest (423,420) (541,161)
Partners' Capital (Deficit):
General Partner (91,307) (97,569)
Limited Partners (4,575 limited
partnership units authorized,
issued and outstanding) 2,387,198 1,767,344
Total Partners' Capital 2,295,891 1,669,775
Total Liabilities, Minority
Interest and Partners'
Capital $ 54,276,833 $ 53,306,350
Consolidated Statement of Partners' Capital (Deficit)
For the six months ended June 30, 1997
General Limited
Partner Partners Total
Balance at December 31, 1996 $ (97,569) $ 1,767,344 $ 1,669,775
Net income 12,038 1,191,730 1,203,768
Distributions (5,776) (571,876) (577,652)
Balance at June 30, 1997 $ (91,307) $ 2,387,198 $ 2,295,891
Consolidated Statements of Operations
Three months ended June 30, Six months ended June 30,
1997 1996 1997 1996
Income
Rental income $ 1,820,919 $ 1,987,824 $ 3,612,970 $ 3,638,861
Percentage rent 279,195 148,085 555,743 457,656
Escalation income 890,496 861,217 1,787,234 1,879,379
Interest income 99,494 79,029 182,329 170,006
Miscellaneous income 344,312 45,990 380,403 88,281
Total Income 3,434,416 3,122,145 6,518,679 6,234,183
Expenses
Interest expense 1,021,275 995,775 2,042,550 2,017,050
Property operating expenses 1,313,418 886,973 2,130,876 1,927,834
Depreciation and amortization -- 502,947 511,394 1,002,497
Real estate taxes 154,248 144,136 308,496 293,337
General and administrative 78,031 69,558 146,024 114,114
Total Expenses 2,566,972 2,599,389 5,139,340 5,354,832
Income before
minority interest 867,444 522,756 1,379,339 879,351
Minority interest (127,093) (50,927) (175,571) (81,679)
Net Income $ 740,351 $ 471,829 $ 1,203,768 $ 797,672
Net Income Allocated:
To the General Partner $ 7,404 $ 4,718 $ 12,038 $ 7,977
To the Limited Partners 732,947 467,111 1,191,730 789,695
$ 740,351 $ 471,829 $ 1,203,768 $ 797,672
Per limited partnership
unit(4,575 outstanding) $ 160.21 $ 102.10 $ 260.49 $ 172.61
Consolidated Statements of Cash Flows
For the six months ended June 30, 1997 1996
Cash Flows From Operating Activities:
Net income $ 1,203,768 $ 797,672
Adjustments to reconcile net income
to net cash provided by operating
activities:
Minority interest 175,571 81,679
Depreciation and amortization 511,394 1,002,497
Increase (decrease) in cash arising
from changes in operating assets
and liabilities:
Restricted cash (34,035) (58,065)
Cash-held in escrow (220,143) (470,766)
Accounts receivable (19,609) (229,519)
Deferred rent receivable 626 30,338
Note receivable -- 10,000
Deferred charges (32,516) (39,882)
Prepaid expenses 121,287 326,287
Accounts payable and accrued expenses (232,104) 8,836
Due to affiliates 18,500 (2,226)
Security deposits payable (6,198) --
Deferred income (53,572) (4,142)
Other payable 500,000 --
Net cash provided by operating activities 1,932,969 1,452,709
Cash Flows From Investing Activities:
Additions to real estate (56,417) (182,822)
Net cash used for investing activities (56,417) (182,822)
Cash Flows From Financing Activities:
Distributions paid (577,652) (3,101,989)
Distributions paid-minority interest (57,830) (335,568)
Net cash used for financing activities (635,482) (3,437,557)
Net increase (decrease) in cash
and cash equivalents 1,241,070 (2,167,670)
Cash and cash equivalents,
beginning of period 6,362,256 6,254,501
Cash and cash equivalents,
end of period $ 7,603,326 $ 4,086,831
Supplemental Disclosure of Cash
Flow Information:
Cash paid during the period for interest $ 2,042,550 $ 2,017,050
Supplemental Disclosure of Non-Cash
Operating Activities:
In connection with the General Partner's intent to sell the
Mall in 1997, deferred rent receivable and prepaid leasing
commissions in the amounts of $343,364 and $214,547,
respectively, were reclassified to Property held for
disposition.
Notes to the Consolidated Financial Statements
The unaudited interim consolidated financial statements should be
read in conjunction with the Partnership's annual 1996 audited
consolidated financial statements within the Partnership's annual
report on Form 10-K.
The unaudited interim consolidated financial statements include
all normal and reoccurring adjustments which are, in the opinion
of management, necessary to present a fair statement of financial
position as of June 30, 1997 and the results of operations and
cash flows for the six months ended June 30, 1997 and 1996 and
the statement of partner's capital (deficit) for the six months
ended June 30, 1997. Results of operations for the periods are
not necessarily indicative of the results to be expected for the
full year.
Certain prior year amounts have been reclassified in order to
conform to the current year's presentation.
The following significant events have occurred subsequent to
fiscal year 1996, or the following material contingencies exist
and require disclosure in this interim report per Regulation S-X,
Rule 10-01, Paragraph (a)(5):
Effective as of January 1, 1997, the Partnership began
reimbursing certain expenses incurred by Eastern Avenue, Inc.
(the "General Partner") and its affiliates in servicing the
Partnership to the extent permitted by the Partnership Agreement.
In prior years, affiliates of the General Partner had voluntarily
absorbed these expenses.
On April 9, 1997, Eastpoint Partners, L.P. (the "Owner
Partnership") received $476,010 from Ames Department Stores, Inc.
in connection with the Compromise and Mutual Release Agreement
executed with Consolidated Fidelity Life Insurance Company
("Consolidated") in July 1994. As of April 10, 1997, the total
payments received from Ames were $1,485,468, of which $324,602
was paid to Consolidated. It is uncertain, but unlikely, at this
time if there will be any additional payments to the Owner
Partnership.
An Agreement of Purchase and Sale (the "Agreement") dated as of
July 31, 1997, was entered into among Shopco Advisory Corp., a
New York corporation (the "Buyer"), and the Partnership and the
General Partner; the Partnership and the General Partner
collectively referred to as the "Sellers". The Buyer is an
affiliate of Shopco Management Corp., which is the managing and
leasing agent for the Mall (as defined below), and SFN Limited
Partnership, the limited partner of the Owner Partnership.
The Partnership is the managing general partner of the Owner
Partnership, which owns the entire fee interest in the real
property known as Eastpoint Mall located in Baltimore County,
Maryland (the "Mall"). The Sellers are the owners of an
aggregate of 91 percent of the partnership interests in the
Owner Partnership.
Based upon an agreed upon value of the Mall of $81,000,000, the
Buyer, or its assignee(s), will prepay, purchase or defease the
$51,000,000 principal amount of outstanding indebtedness secured
by a first mortgage and will purchase the Seller's interest in
the Owner Partnership for an aggregate purchase price of
$26,851,000. Consummation of the proposed transaction is subject
to the satisfaction of various conditions including completion of
certain aspects of the Buyer's due diligence review and the
approval of the transaction by a majority-in-interest of the
Partnership's limited partners. There can be no assurances that
the transaction can be closed as anticipated. Solicitation of
the limited partners is expected to occur during the third
quarter of 1997. At such time as the transaction is consummated
and all obligations are fulfilled, the Partnership will wind up
its affairs and be dissolved.
The Partnership's real estate assets, deferred rent receivable
and prepaid leasing commissions were reclassified on the
consolidated balance sheets at March 31, 1997 to "Property held
for disposition." Accordingly, the Partnership suspended
depreciation and amortization in accordance with the Statement of
Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed Of."
Part 1. Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Liquidity and Capital Resources
On April 9, 1997, Eastpoint Partners, L.P. (the "Owner
Partnership") received $476,010 from Ames Department Stores, Inc.
in connection with the Compromise and Mutual Release Agreement
executed with Consolidated Fidelity Life Insurance Company
("Consolidated") in July 1994. As of April 10, 1997, the total
payments received from Ames were $1,485,468, of which $324,602
was paid to Consolidated. It is uncertain, but unlikely, at this
time if there will be any additional payments to the Owner
Partnership.
Subsequent Event
An Agreement of Purchase and Sale (the "Agreement") dated as of
July 31, 1997, was entered into among Shopco Advisory Corp., a
New York corporation (the "Buyer"), and the Partnership and the
General Partner; the Partnership and the General Partner
collectively referred to as the "Sellers". The Buyer is an
affiliate of Shopco Management Corp., which is the managing and
leasing agent for the Mall (as defined below), and SFN Limited
Partnership, the limited partner of the Owner Partnership.
The Partnership is the managing general partner of the Owner
Partnership, which owns the entire fee interest in the real
property known as Eastpoint Mall located in Baltimore County,
Maryland (the "Mall"). The Sellers are the owners of an
aggregate of 91 percent of the partnership interests in the
Owner Partnership.
Based upon an agreed upon value of the Mall of $81,000,000, the
Buyer, or its assignee(s), will prepay, purchase or defease the
$51,000,000 principal amount of outstanding indebtedness secured
by a first mortgage and will purchase the Seller's interest in
the Owner Partnership for an aggregate purchase price of
$26,851,000. Consummation of the proposed transaction is subject
to the satisfaction of various conditions including completion of
certain aspects of the Buyer's due diligence review and the
approval of the transaction by a majority-in-interest of the
Partnership's limited partners. There can be no assurances that
the transaction can be closed as anticipated. Solicitation of
the limited partners is expected to occur during the third
quarter of 1997. At such time as the transaction is consummated
and all obligations are fulfilled, the Partnership will wind up
its affairs and be dissolved.
At June 30, 1997, the Partnership had a cash balance of
$7,603,326, compared to $6,362,256 at December 31, 1996. The
increase is primarily due to cash provided by operating
activities exceeding cash distributions paid during the first
half of 1997 and additions to real estate. The Partnership
maintains a restricted cash account representing a loan reserve
of $1,000,000, plus interest earned, as established under the
terms of its first mortgage loan. This constitutes additional
collateral which can be used for capital improvements and leasing
commissions. Cash held in escrow totaled $755,456 at
June 30, 1997 compared with $535,313 at December 31, 1996. The
increase is primarily attributable to additional fundings made to
the real estate tax and insurance escrows as specified under the
terms of the Partnership's first mortgage loan.
In connection with efforts taken to market the Mall for sale, the
Partnership's real estate assets, deferred rent receivable and
prepaid leasing commissions were reclassified on the consolidated
balance sheets at March 31, 1997 to "Property held for
disposition."
Deferred charges decreased from $1,353,384 at December 31, 1996
to $1,120,602 at June 30, 1997 primarily resulting from the
reclassification of $214,547 in prepaid leasing commissions,
which are included in deferred charges, at March 31, 1997 to
"Property held for disposition."
Prepaid expenses decreased from $389,559 at December 31, 1996 to
$268,272 at June 30, 1997 primarily as a result of the
recognition of real estate tax expense for the first half of
1997, partially offset by payment of the insurance premium.
Accounts payable and accrued expenses decreased from $417,511 at
December 31, 1996 to $185,407 at June 30, 1997, primarily due to
the payment by the Owner Partnership of amounts due to
Consolidated pursuant to the Release Agreement as explained and
defined below.
Due to affiliates increased from $0 at December 31, 1996 to
$18,500 at June 30, 1997 due to a change in the billing method
for reimbursable expenses incurred by an affiliate of the General
Partner. Please refer to the Notes to the Consolidated Financial
Statements.
As of the filing date of this report, the following current
tenants at the Mall, or their parent corporations, have filed for
protection under the U.S. Bankruptcy Code:
Square Footage
Tenant Leased
Marianne 3,750
Marianne Plus 3,000
Jeans West 2,400
Rave 2,000
County Seat 3,500
As of June 30, 1997, these tenants occupied 14,650 square feet,
or approximately 5% of the Mall's leasable area (exclusive of
anchor tenants and office space). Pursuant to the provisions of
the U.S. Federal Bankruptcy Code, these tenants, with the
exception of Jeans West, which signed a new lease subsequent to
its bankruptcy filing, may, with court approval, choose to reject
or accept the terms of their leases. Should any of these tenants
exercise the right to reject their leases, this could have an
adverse impact on cash flow generated by the Mall and revenues
received by the Partnership depending on the Partnership's
ability to replace them with new tenants at comparable rents.
Ames Parcel and Consolidated Release Agreement
On April 26, 1990, Ames Department Stores, Inc. ("Ames") filed
for bankruptcy protection under Chapter 11 of the Federal
Bankruptcy Code. On December 18, 1992, the Bankruptcy Court
confirmed the Plan pursuant to which Ames assumed its lease at
the Mall. Land leased to Ames by the Owner Partnership, together
with the building constructed thereon by Ames, secured a deed of
trust held by Consolidated, as successor to Southwestern Life
Insurance Company. By filing its bankruptcy petition, Ames was
in default under the Consolidated deed of trust.
On July 14, 1994, the Partnership executed a Release Agreement
with Consolidated (the "Release Agreement"). Pursuant to the
terms of the Release Agreement, the Partnership paid Consolidated
$2 million in return for the assignment of the deed of trust and
related Ames promissory note, as well as Consolidated's claim in
the Ames bankruptcy case relating to such promissory note.
Consolidated's total claims, in the face amount of approximately
$2.3 million, consist of the balances due on the Ames promissory
note, totaling $1.7 million, and another promissory note.
Pursuant to the Release Agreement, the Partnership is entitled to
any recovery based on the Ames promissory note; Consolidated will
receive any recovery on the other note. Various trusts were
established through Ames' Plan of Reorganization by which
different classes of claims were to be paid from different pools
of monies. The Subsidiaries Trustee had filed an objection to
the allowance of Consolidated's claim, including that portion
attributable to the Ames promissory note. The Partnership
pursued legal action in opposition to the objection. In mid-
March 1996, the Trustee and the Partnership settled the Trustee's
objection by reducing and allowing Consolidated's claim in the
approximate amount of $2,050,000, of which approximately
$1,530,142 is for amounts due under the Ames promissory note, and
requiring Ames to make a payment of $10,000 to the Owner
Partnership. An Agreed Order approving the settlement was
entered by the Bankruptcy Court on May 1, 1996. Ames' $10,000
payment to the Owner Partnership was received on June 4, 1996.
On August 7, 1996 and September 23, 1996, additional payments
were received from Ames in the amounts of $887,520 and $111,938,
respectively. On April 9, 1997, the Owner Partnership received
an additional $476,010 from Ames in connection with the Release
Agreement. As of April 10, 1997, the total payments received
from Ames were $1,485,468, of which $324,602 was paid to
Consolidated. It is uncertain, but unlikely, at this time if
there will be any additional payments to the Owner Partnership.
Cash Distributions
A distribution for the second quarter of 1997, in the amount of
$62.50 per Unit, will be paid on August 15, 1997. The level,
timing, and amount of future distributions will be reviewed on a
quarterly basis after an evaluation of the Mall's performance and
the Partnership's current and future cash needs.
Results of Operations
For the six months ended June 30, 1997 and 1996 net cash flow
from operating activities totaled $1,932,969 and $1,452,709,
respectively. The increase primarily reflects an increase in net
income.
For the three and six months ended June 30, 1997, the Partnership
recognized net income of $740,351 and $1,203,768, respectively,
compared to $471,829 and $797,672 for the same periods in 1996.
The increase in net income is primarily due to an increase in
miscellaneous income and a decrease in depreciation and
amortization due to the reclassification to Property held for
disposition, offset by an increase in property operating
expenses.
For the three and six months ended June 30, 1997, percentage rent
totaled $279,195 and $555,743, respectively, compared with
$148,085 and $457,656 during the corresponding periods in 1996.
The increase is attributable to an increase in amounts billed to
tenants for percentage rent.
Miscellaneous income increased to $344,312 and $380,403 for the
three and six months ended June 30, 1997 from $45,990 and $88,281
during the same periods in 1996. The increase reflects
additional amounts received by the Partnership pursuant to the
Release Agreement explained above.
Property operating expenses increased to $1,313,418 and
$2,130,876 for the three and six months ended June 30, 1997
compared to $886,973 and $1,927,834 for the corresponding periods
in 1996. The increases for both periods are the result of the
accrual of personal property taxes, offset by lower common area
maintenance expenses, which are charged back to tenants, and a
reduction in bad debt expense related to the tenants that have
filed for bankruptcy protection.
In accordance with the Partnership's efforts to market and sell
the Mall explained under "Liquidity and Capital Resources," the
Partnership suspended depreciation and amortization in accordance
with the Statement of Financial Accounting Standards No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-
Lived Assets to be Disposed Of." As a result, depreciation and
amortization decreased for the three and six months ended
June 30, 1997 in comparison the same periods in 1996.
General and administrative expenses for the three and six months
ended June 30, 1997 were $78,031 and $146,024, respectively,
compared to $69,558 and $114,114 for the same periods in 1996.
During the 1997 periods, certain expenses incurred by the General
Partner, its affiliates, and an unaffiliated third party service
provider in servicing the Partnership, which were voluntarily
absorbed by affiliates of the General Partner in prior periods,
were reimbursed to the General Partner and its affiliates.
Total Mall tenant sales (exclusive of anchor tenants) were
$24,550,000 for the five months ended May 31, 1997, compared to
$24,546,000 for same period in 1996. Sales for tenants
(exclusive of anchor tenants) which operated at the Mall for each
of the last two years were $23,207,000 and $23,185,000,
respectively. As of June 30, 1997, the Mall was 89% occupied,
excluding anchor tenants and office space, compared to 93% at
June 30, 1996.
Part II Other Information
Items 1-4 Not applicable.
Item 5 Other Events. An Agreement of Purchase and Sale dated
as of July 31, 1997, was entered into among Shopco, the
Partnership and the General Partner to sell the
Partnership's and General Partner's interest in the
Owner Partnership. Reference is made to the discussion
contained in Part 1, Item 2, "Management's Discussion
and Analysis of Financial Condition and Results of
Operations - Liquidity and Capital Resources. Subsequent
Event"
Item 6 Exhibits and Reports on Form 8-K.
(a) Exhibits
(27) Financial Data Schedule
(b) Reports on Form 8-K - No reports on Form 8-K were
filed during the quarter ended June 30, 1997.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
EASTPOINT MALL LIMITED PARTNERSHIP
BY: EASTERN AVENUE INC.
General Partner
Date: August 14, 1997 BY: /s/ Paul L. Abbott
Director, Chief Executive Officer
and Chief Operating Officer
Date: August 14, 1997 BY: /s/ Robert J. Hellman
President
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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